Launching a Telegram Mini App (TMA) involves more than just coding; it also requires building a solid legal foundation to protect the project long-term and ensure compliance with regulatory requirements.

Drawing on our case studies and current experience, here are the key legal considerations to address when launching a TMA from the outset:

Setting up a Legal Entity: Why It Matters

Since Telegram doesn't strictly require company registration to develop TMAs, both individuals and legal entities can create and launch them. However, forming a legal entity, selecting an optimal jurisdiction, and completing the initial setup requires significant financial and time resources from founders. In turn, our partners always want to save them.

Despite the investment required, we highly recommend this step for several reasons:

Limited Liability: Operating as a legal entity separates founders' personal assets from business obligations, protecting them if claims arise from clients, regulators, etc.
Attracting Investors: Many tech investors prefer working exclusively with legal entities. Registered companies also have access to a broader range of investment instruments, such as equity, convertible bonds, and SAFE. The same cannot be said for individuals.
Intellectual Property: Registering TMA-related IP under a legal entity prevents potential disputes among founders and allows for greater flexibility in business restructuring.
Tax Benefits: Without a legal entity, the founder's income from the app is considered personal income, which could be taxed at higher rates in some jurisdictions.

Platform Guidelines

Telegram has detailed guidelines that all bot and mini-app developers must follow. Terms of Service for bots use and mini-app developers outline specific obligations, including user data protection, cybersecurity best practices, and compliance with App Store and Google Play Store payment rules.

Failure to comply with Telegram’s guidelines, particularly regarding payment processing, can result in restricted access or even removal from the platform.

TMA Documentation: Why you need more than Telegram's Standard Terms

Some founders only link to Telegram’s standard policies as their legal documents for the TMA, assuming that these platform-wide policies are sufficient. However, they are not.

Telegram provides general terms and privacy policies for all TMAs, but these do not eliminate the need for a project-specific legal framework (Terms of Service, Privacy Policy).

In fact, the platform’s Terms of Service for Mini Apps require service providers (SP) to establish specific terms and privacy policies for each app (Sections 1, 2, 4.2, and 5.2). Not meeting these requirements could be considered a violation by the TMA. Developing custom legal documents also helps mitigate business risks, as Telegram holds service providers fully accountable for user disputes, service quality, and other operational issues (Section 5).

Without developed rules that users agree to when using the app, a "legal gap" will arise, increasing the chance of significant issues when resolving disputes.

Compliance with Regulatory Requirements

Securities: If your TMA involves tokens, especially for in-app purchases, it is essential to assess whether the project could be subject to securities regulations.

To minimize such risks, it’s often recommended that the token be utility-based, meaning it’s designed only for in-app use with no expectation of profit or external value.

Payment Compliance: TMAs offering in-app purchases must meet Telegram's payment compliance standards. Integrating with approved payment providers is the optimal solution to avoid processing transactions directly, which can simplify compliance.

Gambling Concerns: Some TMAs, especially those involving the mechanics of raffles and lotteries, may face the possibility of classifying the product as gambling.

Reward mechanics should rely on skill rather than a chance to reduce such problems.

Conclusion

Launching a TMA requires legal preparation that goes beyond technical development. Our experience with partners has outlined five essential steps to secure a legitimate TMA launch:

Establish a legal entity in an optimal jurisdiction. This provides a solid foundation for lawful operations, mitigates significant risks, and creates a favorable environment for business growth.
Check Telegram compliance. To avoid restrictions, ensure your project adheres to the latest requirements.
Develop your Terms and Privacy Policy. Telegram’s standard documents are designed to protect the platform but don’t address all specific interests and nuances of your project.
Review for securities compliance. If your TMA uses tokens, ensure that it is not subject to securities law regulation.
Plan for Future Growth. Building a flexible legal foundation helps adapt documentation as the project evolves, enhancing the TMA’s mechanics and overall business model.

Our experience has shown the importance of these steps for establishing a solid business foundation when working with TMAs.

Egor Kunitsa

Director, F&L

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